Is The Harvard Shareholder Rights Program Breaking The Law?

The Harvard Shareholder Rights Program (HSRP) has spent the last few years pushing back against board staggering, where directors are given multi-year terms so that they don’t all go up for re-election at the same time (the Senate, for example, follows a similar system). The ‘Harvard Proposal,’ developed by the project, has been used in more than 100 campaigns against large US companies by shareholders trying to force boards to de-stagger, and the HSRP is credited with pushing the public debate steadily against staggered (or classified) boards.

But according to Stanford professor of law and business Joseph Grundfest and SEC commissioner Daniel Gallagher, the ‘Harvard Proposal’...